1996-06-06
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CITY OF ENCINITAS
ENCINITAS RANCH GOLF AUTHORITY
MINUTES OF REGULAR MEETING
THURSDAY, JUNE 6,1996
THE CITY OF ENCINITASIENCINITAS RANCH GOLF AUTHORITY ARE EQUAL OPPORTUNITY/AFFffiMATIVE ACTION
PUBLIC ENTITIES AND DO NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, NATIONAL ORIGIN, SEX, RELIGION,
AGE OR DISABILITY IN EMPLOYMENT OR THE PROVISION OF SERVICE. PLEASE NOTIFY THE COMMITTEE SECRETARY
AT LEAST 24 HOURS BEFORE THE MEETING IF DISABILITY ACCOMMODATIONS ARE NEEDED.
IF YOU WISH TO SPEAK TO AN ITEM ON THE AGENDA, PLEASE FILL OUT THE APPROPRIATE SPEAKER SLIP AND
HAND IT TO THE COMMITTEE SECRETARY BEFORE THAT ITEM IS ANNOUNCED BY THE CHAIR. SPEAKER SLIPS
WILL NOT BE ACCEPTED FOR AN ITEM ONCE THAT ITEM HAS BEEN ANNOUNCED.
CALL TO ORDER/ROLL CALL
Chairman Kaiser called the meeting to order at 3:03 p.m.
PRESENT: Chairman Ed Kaiser, Vice Chairperson Kathy Riggins, Directors Lauren
Wasserman, Alan Archibald, David Wigginton. It was noted that Carltas Company was
not represented at roll call. John White arrived at 3:10 p.m.
Also present: General Counsel Roger Krauel, Manager James Benson, JC Resorts
Executive Vice President Paul Reed and Meeting Secretary Patricia Drew.
ORAL COMMUNICATION
There was no oral communication.
REGULAR AGENDA
1. Approve Minutes of May 16,1996
Following motion by Director Archibald and seconded by Director Wigginton, the
minutes of the Regular Meeting of May 16, 1996 were accepted as presented..
2.
Presentation by Encinitas Golf Association - Arthur Beardsley, President
Mr. Beardsley said he had talked to Chris Calkins a number of times about their
organization representing the Ranch Golf Course. His Golf Association was
founded in 1951 and originally had 70 members. Currently have 25 members who
at this time pay $35 a year. This basically covers mailing expenses. They do not
have meetings since everything is covered by newsletter. All their members are
senior citizens. They would very much like to be the official association for the
new golf course.
3.
Review Draft of Operator's Agreement.
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Paul Reed, Executive VP of JC Resorts who will be operating and maintaining the
golf course, was present to answer questions from the Board members.
ERGA Manager Jim Benson gave members some background on the preparation
of the Agreement and the reasons why construction is behind schedule. This has
been due mainly to changes in the design of the course. Carltas Company will be
advising that they wish to slide the dates to make a revised opening date of
February, 1998 vs. Fall of '97. Cannot begin planting until spring of '97 instead of
the fall of '96. All of the issues unresolved at the last meeting will be resolved
through $275,000 included in the revenue bonds. Bond Counsel has signed off on
this procedure as being appropriate by IRS policies. Management
commencement date will be close to the opening of the course. The Operator
cannot take over until there is a course.
Paul Reed indicated that from a timing standpoint it makes much more sense to
open in February than in the winter. It gives them more time for the grass to take
hold and be ready for the winter rains. Director Archibald said that he also feels
that the new schedule is more practical.
Directors Archibald, Wigginton and Wasserman indicated that they have no
problem with the proposed contract and are willing to move ahead with approval.
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There was discussion concerning the section on Rates in the Agreement. It was
agreed that the language in the exhibit should be changed to show that all rates
shall be recommended by the Manager and approved by the ERGA Board through
the budget setting cycle.
The Chairman entertained the motion to approve authorization for the Chair to sign
the Agreement subject to the amendment just made. Moved by Director
Archibald, seconded by Director Wigginton and unanimously approved.
Mr. Reed left the meeting at this. point - 3:27 p.m.
4.
Review of Revised Structure for Issuing Revenue Bonds.
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Manager Benson reviewed the background to what has taken place to get where
the bonds are now. The main principle to note is that the land is not at risk as part
of the security. He explained through the use of an overhead projected chart
diagram all of the golf financing structure and indicated that items 4(a) and 4(b)
(following) are the documents to set up the structure of the non-profit corporation.
Bond rates are up and down - could not say where it will be in September. They
are currently looking at 8 1/4%. The documents have been basically written by
bond attorney Bill Madison working with Chris Calkins. The agreement that the
bond underwriters want, as presented, does not compromise ERGA. Depending
on when Bill Madison has the docume'nts ready and he can be here for a Board
meeting, the Board will be asked to approve the actions and documents under 4(a)
and 4(b)
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(a)
(b)
Creation of Non-Profit Corporation - Encinitas Ranch Golf Corporation
(ERGC)
Documents to Create the ERGC
5. Review documents for issuing non-taxable revenue bonds:
a) Indenture of Trust - Manager Benson advised that this document has
been modified very little since Counsel Bill Madison walked the Board through it at
the last meeting. Will be coming back for Board approval at same time as the
non-profit corporation paperwork.
b) Official Statement (POS Preliminary) The POS is a declaratory
document for prospective bond purchasers. Will plan to have Counsel from Best,
Best & Krieger to attend the next Board meeting to answer any questions.
c) Bond Purchase Agreement Best, Best & Krieger are still working on this
agreement.
6.
Continue Discussion of Memorandum of Understanding (MOD) Between ERGA
and The Carltas Company/Ecke Family (Contributing Land Owners)
John White had nothing new for the Board to discuss. Believes it will hold until
after the bond issues are resolved. Need financing before the need for an MOU.
Following a question from Director Wigginton as to a definition of "contributing land
owners" Director White explained that there is a cap on the actual amount that will
go back to the contributing land owners.
7. Directors and/or Manager Reports
Responding to a question, the Manager stated that the design work has not been
completed - they are still working on irrigation and drainage etc. They want as
much in the design plans as possible in order to not have any change orders - as
promised.
8. Agenda Items for Future Meetings:
a)
b)
Approval of Revenue Bonds Documents
Approve actions taken to create new corporation, Encinitas Ranch Golf
Corporation (ERGC)
Approve documents creating the Non-profit corporation Encinitas Ranch
Golf Corporation (ERGC)
Approve Indenture of Trust
Review Official Statement (POS)
Review Bond Purchase Agreement
Continue Discussion (at a future meeting) of Memorandum of
Understanding between ERGA and The Carltas Company/Ecke Family
(Contributing Land Owners)
c)
d)
e)
f)
g)
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9.
Next Meeting: June 20, 1996 at 3:00 p.m.
Manager Benson explained that they will probably not have documents available
for a June, or even July, meeting. Notice will go out if and when meeting
canceled and date of actual next meeting.
10.
Adjournment
Chairman Kaiser adjourned the meeting at 3:56 p.m.
Respectfully submitted,
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Patricia Drew
Meeting Secretary
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Edward 'Kaiser, Chairman